10-Q 1 celh-20220331.htm 10-Q 10-Q
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022

 

Commission file number: 001-34611

 

CELSIUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

20-2745790

(State or Other Jurisdiction of

 

(I.R.S. Employer

Incorporation or Organization)

 

Identification No.)

 

2424 N Federal Highway, Suite 208, Boca Raton, Florida 33431

(Address of Principal Executive Offices)

 

(561) 276-2239

(Registrant’s telephone number, including area code)

 

__________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

Common Stock, $.001 par value

 

CELH

 

Nasdaq Capital Market

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large Accelerated Filer

Accelerated Filer

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

The number of shares outstanding of the registrant’s common stock, $0.001 par value, as of May 9, 2022 was 75,361,705 shares.

 

 

 

 


 

TABLE OF CONTENTS

 

 

 

 

Page

 

 

 

 

PART I – FINANCIAL INFORMATION

 

1

 

 

 

 

Item 1.

Financial Statements.

 

1

 

Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 (unaudited)

 

1

 

Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2022 and 2021 (unaudited)

 

2

 

Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2022 (unaudited)

 

3

 

Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2021 (unaudited)

 

4

 

Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021 (unaudited)

 

5

 

Notes to Consolidated Financial Statements (unaudited)

 

6

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

19

 

 

 

 

Item 3.

Quantitative Disclosures About Market Risks.

 

21

 

 

 

 

Item 4.

Controls and Procedures.

 

21

 

 

 

 

PART II – OTHER INFORMATION

 

22

 

 

 

 

Item 1.

Legal Proceedings.

 

22

 

 

 

 

Item 1A.

Risk Factors.

 

23

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

23

 

 

 

 

Item 3.

Defaults Upon Senior Securities.

 

23

 

 

 

 

Item 4.

Mine Safety Disclosures.

 

23

 

 

 

 

Item 5.

Other Information.

 

23

 

 

 

 

Item 6.

Exhibits.

 

24

 

 

 

 

SIGNATURES

 

24

 

i


 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

 

Celsius Holdings, Inc.

Consolidated Balance Sheets

(In thousands, except par value)

(Unaudited)

 

 

 

March 31,
2022

 

 

December 31,
2021

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$

25,532

 

 

$

16,255

 

Accounts receivable-net (note 2)

 

 

72,707

 

 

 

38,741

 

Note receivable-current (note 6)

 

 

5,833

 

 

 

2,588

 

Inventories-net (note 4)

 

 

184,094

 

 

 

191,222

 

Prepaid expenses and other current assets (note 5)

 

 

10,042

 

 

 

13,555

 

Total current assets

 

 

298,208

 

 

 

262,361

 

 

 

 

 

 

 

 

Note receivable (note 6)

 

 

3,888

 

 

 

7,117

 

Property and equipment-net (note 8)

 

 

3,702

 

 

 

3,180

 

Deferred tax asset (note 14)

 

 

6,396

 

 

 

9,019

 

Right of use assets-operating leases (note 7)

 

 

1,141

 

 

 

1,128

 

Right of use assets-finance leases (note 7)

 

 

220

 

 

 

86

 

Long term security deposits

 

 

293

 

 

 

300

 

Intangibles (note 9)

 

 

15,838

 

 

 

16,301

 

Goodwill (note 9)

 

 

14,238

 

 

 

14,527

 

Total Assets

 

$

343,924

 

 

$

314,019

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and accrued expenses (note 10)

 

$

109,307

 

 

$

91,479

 

Lease liability obligation-operating leases (note 7)

 

 

569

 

 

 

512

 

Lease liability obligation-finance leases (note 7)

 

 

141

 

 

 

157

 

Other current liabilities (note 11)

 

 

1,734

 

 

 

976

 

Total current liabilities

 

 

111,751

 

 

 

93,124

 

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

 

Lease liability obligation-operating leases (note 7)

 

 

597

 

 

 

658

 

Lease liability obligation-finance leases (note 7)

 

 

138

 

 

 

45

 

Deferred tax liability

 

 

3,084

 

 

 

3,146

 

Total Liabilities

 

 

115,570

 

 

 

96,973

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

Common stock, $0.001 par value; 100,000 shares authorized, 75,351 and 74,909 shares
   issued and outstanding at March 31, 2022 and December 31, 2021, respectively (note 13)

 

 

75

 

 

 

75

 

Additional paid-in capital

 

 

272,967

 

 

 

267,847

 

Accumulated other comprehensive income

 

 

123

 

 

 

614

 

Accumulated deficit

 

 

(44,811

)

 

 

(51,490

)

Total Stockholders’ Equity

 

 

228,354

 

 

 

217,046

 

Total Liabilities and Stockholders’ Equity

 

$

343,924

 

 

$

314,019

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

1


 

Celsius Holdings, Inc.

Consolidated Statements of Operations and Comprehensive Income

(In thousands, except per share amounts)

(Unaudited)

 

 

 

For the three months
ended March 31,

 

 

 

2022

 

 

2021

 

Revenue (note 3)

 

$

133,388

 

 

$

50,035

 

Cost of revenue (note 2)

 

 

79,494

 

 

 

29,456

 

Gross profit

 

 

53,894

 

 

 

20,579

 

 

 

 

 

 

 

 

Selling and marketing expenses

 

 

31,597

 

 

 

11,959

 

General and administrative expenses

 

 

12,181

 

 

 

7,807

 

Total operating expenses

 

 

43,778

 

 

 

19,766

 

 

 

 

 

 

 

 

Income from operations

 

$

10,116

 

 

$

813

 

 

 

 

 

 

 

 

Other income/(expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income on note receivable (note 6)

 

 

78

 

 

 

87

 

Interest on other obligations

 

 

(2

)

 

 

(2

)

Other miscellaneous income/(expense)

 

 

 

 

 

(12

)

Foreign exchange gain/(loss)

 

 

(162

)

 

 

(301

)

Total other expense

 

 

(86

)

 

 

(228

)

 

 

 

 

 

 

 

Net income before income taxes

 

$

10,030

 

 

$

585

 

 

 

 

 

 

 

 

Income tax expense (Note 14)

 

 

3,351

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

6,679

 

 

$

585

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

Foreign currency translation gain/(loss)

 

 

(491

)

 

 

(193

)

Comprehensive Income

 

$

6,188

 

 

$

392

 

 

 

 

 

 

 

 

Income per share:

 

 

 

 

 

 

Basic

 

$

0.09

 

 

$

0.01

 

Diluted

 

$

0.09

 

 

$

0.01

 

Weighted average shares outstanding:

 

 

 

 

 

 

Basic

 

 

75,239

 

 

 

72,516

 

Diluted1

 

 

78,289

 

 

 

76,925

 

 

(1)
Please refer to Earnings Per Share section for further details.

The accompanying notes are an integral part of these unaudited consolidated financial statements

2


 

Celsius Holdings, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

For the three months ended March 31, 2022

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional
Paid-In

 

 

Other
Comprehensive

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Income (Loss)

 

 

Deficit

 

 

Total

 

Balance at December 31, 2021

 

 

74,909

 

 

$

75

 

 

$

267,847

 

 

$

614

 

 

$

(51,490

)

 

$

217,046

 

Share-based payment expense

 

 

 

 

 

 

 

 

4,310

 

 

 

 

 

 

 

 

 

4,310

 

Issuance of common stock pursuant to stock incentive plan - cashless

 

 

248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock pursuant to stock incentive plan - cash

 

 

194

 

 

 

 

 

 

810

 

 

 

 

 

 

 

 

 

810

 

Foreign currency fluctuations

 

 

 

 

 

 

 

 

 

 

 

(491

)

 

 

 

 

 

(491

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,679

 

 

 

6,679

 

Balance at March 31, 2022

 

 

75,351

 

 

$

75

 

 

$

272,967

 

 

$

123

 

 

$

(44,811

)

 

$

228,354

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

3


 

Celsius Holdings, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

For the three months ended March 31, 2021

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional
Paid-In

 

 

Other
Comprehensive

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Income (Loss)

 

 

Deficit

 

 

Total

 

Balance at December 31, 2020

 

 

72,263

 

 

$

72

 

 

$

159,884

 

 

$

(202

)

 

$

(55,427

)

 

$

104,327

 

Share-based payment expense

 

 

 

 

 

 

 

 

3,575

 

 

 

 

 

 

 

 

 

3,575

 

Issuance of common stock pursuant to stock incentive plan - cashless

 

 

88

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock pursuant to stock incentive plan - cash

 

 

235

 

 

 

1

 

 

 

716

 

 

 

 

 

 

 

 

 

717

 

Foreign currency fluctuations

 

 

 

 

 

 

 

 

 

 

 

(193

)

 

 

 

 

 

(193

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

585

 

 

 

585

 

Balance at March 31, 2021

 

 

72,586

 

 

$

73

 

 

$

164,175

 

 

$

(395

)

 

$

(54,842

)

 

$

109,011

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

4


 

Celsius Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

For the three months ended

 

 

 

March 31,
2022

 

 

March 31,
2021

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

6,679

 

 

$

585

 

Adjustments to reconcile net income to net cash (used in)/provided by operating activities:

 

 

 

 

 

 

Depreciation

 

 

245

 

 

 

108

 

Amortization

 

 

141

 

 

 

188

 

Bad debt expense

 

 

455

 

 

 

223

 

Inventory excess and obsolescence

 

 

2,596

 

 

 

754

 

Stock-based compensation expense

 

 

4,310

 

 

 

3,575

 

Un-realized exchange loss

 

 

85

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable-net

 

 

(34,420

)

 

 

(9,234

)

Inventories-net

 

 

4,531

 

 

 

(19,242

)

Prepaid expenses and other current assets

 

 

3,513

 

 

 

(2,557

)

Accounts payable and accrued expenses

 

 

17,742

 

 

 

12,113

 

Deferred tax-net

 

 

2,561

 

 

 

 

Deposits and other current liabilities

 

 

765

 

 

 

174

 

Change in right of use assets and lease obligation-net

 

 

(78

)

 

 

(5

)

Net cash (used in)/provided by operating activities

 

 

9,125

 

 

 

(13,318

)

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Proceeds from note receivable

 

 

 

 

 

1,876

 

Purchase of property and equipment

 

 

(742

)

 

 

(698

)

Net cash provided by/(used in) investing activities

 

 

(742

)

 

 

1,178

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Principal payments on finance lease obligations

 

 

(20

)

 

 

(25

)

Proceeds from exercise of stock options

 

 

810

 

 

 

716

 

Net cash provided by financing activities

 

 

790

 

 

 

691

 

Effect on exchange rate changes on cash

 

 

104

 

 

 

(165

)

Net increase/(decrease) in cash

 

 

9,277

 

 

 

(11,614

)

Cash at beginning of the period

 

 

16,255

 

 

 

43,248

 

 

 

 

 

 

 

 

Cash at end of the period

 

$

25,532

 

 

$

31,634

 

Supplemental cash flow disclosures:

 

 

 

 

 

 

Cash paid during period for:

 

 

 

 

 

 

Interest

 

$

2

 

 

$

2

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements

5


Celsius Holdings, Inc.

Notes to Consolidated Financial Statements (unaudited)

March 31, 2022

(Tabular dollars in thousands, except per share amounts)

 

1.
ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Business —Celsius Holdings, Inc. (the “Company” or “Celsius Holdings”) was incorporated under the laws of the State of Nevada on April 26, 2005. On January 24, 2007, the Company entered into a merger agreement and plan of reorganization with Elite FX, Inc., a Florida corporation. Under the terms of the Merger Agreement, Elite FX, Inc. was merged into the Company’s subsidiary, Celsius, Inc. and became a wholly-owned subsidiary of the Company on January 26, 2007. In addition, on March 28, 2007 the Company established Celsius Netshipments, Inc. a Florida corporation as a subsidiary of the Company.

 

On February 7, 2018, the Company established Celsius Asia Holdings Limited, a Hong Kong corporation, as a wholly-owned subsidiary of the Company. On February 7, 2018 Celsius China Holdings Limited, a Hong Kong corporation, became a wholly-owned subsidiary of Celsius Asia Holdings Limited and on May 9, 2018, Celsius Asia Holdings Limited established Celsius (Beijing) Beverage Limited, a China corporation, as a wholly-owned subsidiary of Celsius Asia Holdings Limited.

 

On October 25, 2019, the Company acquired 100% of Func Food Group, Oyj (“Func Food”). The Acquisition was structured as a purchase of all of Func Food’s equity shares and a restructuring of Func Food’s pre-existing debt. Func Food was the Nordic distributor for the Company since 2015. Func Food is a marketer and distributor of nutritional supplements, health food products, and beverages.

 

The Company is engaged in the development, marketing, sale and distribution of “functional” calorie-burning functional energy drinks and liquid supplements under the Celsius® brand name.

2.
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation – The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These unaudited consolidated financial statements and the accompanying notes should be read in conjunction with the Form 10-K filed for December 31, 2021. The consolidated financial statements of the Company include the Company and its wholly owned subsidiaries. All inter-company balances and transactions have been eliminated.

 

Consolidation Policy — The accompanying consolidated financial statements include the accounts of Celsius Holdings, Inc. and its subsidiaries. All inter-company balances and transactions have been eliminated in consolidation.

 

Significant Estimates — The preparation of consolidated financial statements and accompanying disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Although these estimates are based on management's best knowledge of current events and actions that the Company may undertake in the future, actual results may differ from those estimates. Significant estimates include the allowance for doubtful accounts, allowance for inventory obsolescence, the useful lives of property and equipment, impairment of intangible assets & goodwill, valuation of stock-based compensation, and deferred tax asset valuation allowance.

 

Segment Reporting — Operating segments are defined as components of an enterprise that engage in business activities, have discrete financial information, and whose operating results are regularly reviewed by the chief operating decision maker (CODM) to make decisions about allocating resources and to assess performance. Even though we have operations in several geographies, we operate as a single enterprise. Our operations and strategies are centrally designed and executed given that our geographical components are very similar. Our CODM, the CEO, reviews operating results primarily from a consolidated perspective, and makes decisions and allocates resources based on that review. The reason our CODM focuses on consolidated results in making decisions and allocating resources is because of the significant economic interdependencies between our geographical operations and the Company’s U.S. entity.

 

Concentrations of Risk — Substantially all of the Company’s revenue derives from the sale of Celsius® functional energy drinks and liquid supplements.

 

The Company uses single supplier relationships for its raw materials purchases and filling capacity, which potentially subjects the Company to a concentration of business risk. If a supplier had operational problems or ceased making product available to the Company, operations could be adversely affected.

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation limit. At March 31, 2022, the Company had approximately $24.6 million in excess of the Federal Deposit Insurance Corporation limit.

 

6


Celsius Holdings, Inc.

Notes to Consolidated Financial Statements (unaudited)

March 31, 2022

(Tabular dollars in thousands, except per share amounts)

 

For the three months ended March 31, 2022, the Company had two customers which accounted for revenue concentrations more than 10 percent. Amazon and Costco accounted for approximately 10.3% and 17.5% of our revenue, respectively, for the three months ended March 31, 2022. For the three months ended March 31, 2021, the company had one customer which accounted for a revenue concentration more than 10%. Amazon accounted for 15.8% of revenue for the three months ended March 31, 2021. At March 31, 2022, Publix represented the only customer with a 10 percent or greater concentration of accounts receivable representing 10.7% of the accounts receivable balance. At December 31, 2021, the company had two customers with a 10 percent or greater concentration of accounts receivable. Amazon and Publix accounted for approximately 22.7% and 10.3% of our accounts receivable balance, respectively, at March 31, 2021.

 

Cash Equivalents — The Company considers all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents. At March 31, 2022 and December 31, 2021, the Company did not have any investments with maturities of three months or less.

 

Accounts Receivable — Accounts receivable are reported at net realizable value. The Company establishes an allowance for doubtful accounts based upon factors pertaining to the credit risk of specific customers, historical trends, and other information. Delinquent accounts are written-off when it is determined that the amounts are uncollectible. At March 31, 2022 and December 31, 2021, there was an allowance for doubtful accounts of approximately $1.2 million and $0.8 million, respectively.

 

Inventories — Inventories include only the purchase cost and are stated at the lower of cost and net realizable value. Cost is determined using the FIFO method. Inventories consist of raw materials and finished products. The Company establishes an inventory allowance to reduce the value of the inventory during the period in which such materials and products are no longer usable or marketable. Specifically, the Company reviews inventory utilization during the past twelve months and also customer orders for subsequent months. If there has been no utilization during the last 12 months and there are no orders in-place in future months which will require the use of an inventory item, then the inventory item will be included as part of the allowance during the period being evaluated. Inventory allowance pertains to excess and obsolete products and certain quality control costs. Management will then specifically evaluate whether these items may be utilized within a reasonable time frame (e.g., 3 to 6 months). At March 31, 2022 and December 31, 2021, there was an inventory allowance for excess and obsolete products of $2.6 million and $2.6 million, respectively. The changes in the allowance are included in cost of revenue.

 

Property and Equipment — Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful life of the asset generally ranging from three to seven years.

 

Impairment of Long-Lived Assets — In accordance with ASC Topic 360, “Property, Plant, and Equipment” the Company reviews the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is determined regarding a long-lived asset if its carrying amount is not recoverable and exceeds its fair value. The carrying amount is not recoverable when it exceeds the sum of the undiscounted cash flows expected to result from use of the asset over its remaining useful life and final disposition. The Company did not record any impairment charges during the three months ended March 31, 2022 and 2021.

 

Long-lived Asset Geographic Data

 

The following table sets forth long-lived asset information, which includes property and equipment and right-of-use assets and excludes goodwill and intangibles, where individual countries represent a significant portion of the total:

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

United States

 

$

3,330

 

 

$

3,043

 

 

 

 

 

 

 

 

Sweden

 

 

1,314

 

 

 

1,050

 

Finland

 

 

419

 

 

 

301

 

Long-lived assets related to foreign operations

 

 

1,733

 

 

 

1,351

 

Total long-lived assets-net

 

$

5,063

 

 

$

4,394

 

 

Goodwill — The Company records goodwill when the consideration paid for an acquisition exceeds the fair value of net tangible and intangible assets acquired, including related tax effects. Goodwill is not amortized; instead, goodwill is tested for impairment on an annual basis as of October 1st, or more frequently if the Company believes indicators of impairment exist. The Company first assesses qualitative factors such as macro-economic conditions, industry and market conditions, cost factors as well as other relevant events, to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value. If the Company determines that the fair value is less than the carrying value, the Company will recognize an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. At March 31, 2022, there were no indicators of impairment.

 

Intangible assets — Intangible assets are comprised of customer relationships and brands acquired in a business combination. The Company amortizes intangible assets with a definitive life over their respective useful lives. Assets with indefinite lives are tested for impairment on an annual basis as of October 1st or more frequently if the Company believes indicators of impairment exist. At March 31, 2022, there were no indicators of impairment.

7


Celsius Holdings, Inc.

Notes to Consolidated Financial Statements (unaudited)

March 31, 2022

(Tabular dollars in thousands, except per share amounts)

 

 

Revenue Recognition — The Company recognizes revenue in accordance with ASC Topic 606 “Revenue from Contracts with Customers.” The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control or title is transferred based on the commercial terms. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. Product sales are recorded net of variable consideration, such as provisions for returns, discounts and allowances. Such provisions are calculated using historical averages and adjusted for any expected changes due to current business conditions. Consideration given to customers for cooperative advertising is recognized as a reduction of revenue except to the extent that there is a distinct good or service, in which case the expense is classified as selling or marketing expense. Provisions for customer volume rebates are based on achieving a certain level of purchases and other performance criteria that are established on a situation basis. These rebates are estimated based on the expected amount to be provided to the customers and are recognized as a reduction of revenue. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. Additionally, for any agreements which are 1 year or less, the practical expedient under ASC 340-40-25-4 is applied to expense contract acquisition costs when incurred if the amortization period of the contract asset would have otherwise been recognized in one year or less. Sales taxes and other similar taxes are excluded from revenue.

 

Customer Advances — From time to time the Company requires deposits in advance of delivery of products and/or production runs. Such amounts are initially recorded as customer advances liability within other current liabilities. The Company recognizes such revenue as it is earned in accordance with revenue recognition policies. The Company had no customer advances as of March 31, 2022 or December 31, 2021, respectively.

 

Advertising Costs — Advertising costs are expensed as incurred. The Company uses mainly radio, local sampling events, sponsorships, endorsements, and digital advertising. The Company incurred marketing and advertising expenses of approximately $14.5 million and $5.3 million, during the three months ended March 31, 2022 and 2021, respectively.

 

Research and Development — Research and development costs are charged to general and administrative expenses as incurred and consist primarily of consulting fees, raw material usage and test productions of beverages. The Company incurred expenses of $0.1 million and $0.2 million during the three months ended March 31, 2022 and 2021, respectively.

 

Foreign Currency Gain/Losses — Foreign subsidiaries’ functional currency is the local currency of operations and the net assets of foreign operations are translated into U.S. dollars using current exchange rates. The foreign subsidiaries perform re-measurements of their assets and liabilities denominated in non-functional currencies on a periodic basis and the gain or losses from these adjustments are included in the Statement of Operations as foreign exchange gains or losses. For the three months ended March 31, 2022 exchange losses have amounted to approximately $0.2 million while during the three months ended March 31, 2021, we recognized foreign currency gains of approximately $0.3 million mainly related to fluctuations in exchange rates. Translation gain and losses that arise from the translation of net assets, as well as exchange gains and losses on intercompany balances of long-term investment nature, are included in Other Comprehensive Income. The Company incurred foreign currency translation net loss during the three months ended March 31, 2022 of approximately $0.5 million and a net loss of approximately $0.2 million during the three months ended March 31, 2021. Our operations in different countries required that we transact in the following currencies:

 

Chinese-Yuan

Norwegian-Krone

Swedish-Krona

Finland-Euro

 

Fair Value of Financial Instruments — The carrying value of cash, accounts receivable, accounts payable, other current liabilities and accrued expenses approximate fair value due to their relative short-term maturity and market interest rates.

 

Fair Value Measurements - ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

 

Level 1:

Observable inputs such as quoted market prices in active markets for identical assets or liabilities.

 

 

Level 2:

Observable market-based inputs or unobservable inputs that are corroborated by market data.

 

 

Level 3:

Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

 

Other than those noted previously, the Company did not have any other assets or liabilities measured at fair value at March 31, 2022 and December 31, 2021.

 

Income Taxes — The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts

8


Celsius Holdings, Inc.

Notes to Consolidated Financial Statements (unaudited)

March 31, 2022

(Tabular dollars in thousands, except per share amounts)

 

and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.

 

Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

 

The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open.

 

The Company’s tax returns for tax years in 2018 through 2020 remain subject to potential examination by the taxing authorities.

 

Earnings per Share — Basic earnings per share are calculated by dividing net income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Refer to the below table for additional details (tabular dollars in thousands except per share amounts):

 

 

 

For the three months
ended March 31,

 

 

 

2022

 

 

2021

 

Net income

 

$

6,679

 

 

$

585

 

 

 

 

 

 

 

 

Income per share:

 

 

 

 

 

 

Basic

 

$

0.09

 

 

$

0.01

 

Diluted

 

$

0.09

 

 

$

0.01

 

Weighted average shares outstanding:

 

 

 

 

 

 

Basic

 

 

75,239

 

 

 

72,516

 

Effect of dilutive shared based awards

 

 

3,050

 

 

 

4,409

 

Diluted

 

 

78,289

 

 

 

76,925

 

 

Share-Based Payments — The Company follows the provisions of ASC Topic 718 “Compensation — Stock Compensation” and related interpretations. As such, compensation cost is measured on the date of grant at the fair value of the share-based payments. Such compensation amounts, if any, are amortized over the respective vesting periods of the grants. On April 30, 2015, the Company adopted the 2015 Stock Incentive Plan. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock. The 2015 Plan permits the grant of options and shares for up to 5,000,000 shares. In addition, there is a provision for an annual increase of 15% to the shares included under the plan, with the shares to be added on the first day of each calendar year, beginning on January 1, 2017 (note 15). As of March 31, 2022, total shares available are 4.6 million.

 

Cost of Sales — Cost of sales consists of the cost of concentrates and or liquid bases, the costs of raw materials utilized in the manufacture of products, co-packing fees, repacking fees, in-bound & out-bound freight charges, as well as certain internal transfer costs, warehouse expenses incurred prior to the manufacture of the Company’s finished products, inventory allowance for excess and obsolete products, and certain quality control costs. Raw materials account for the largest portion of the cost of sales. Raw materials include cans, bottles, other containers, flavors, ingredients and packaging materials.

 

Operating Expenses — Operating expenses include selling expenses such as warehousing expenses after manufacture, as well as expenses for advertising, samplings and in-store demonstrations costs, costs for merchandise displays, point-of-sale materials and premium items, sponsorship expenses, other marketing expenses and design expenses. Operating expenses also include such costs as payroll costs, travel costs, professional service fees (including legal fees), depreciation and other general and administrative costs.

 

9


Celsius Holdings, Inc.

Notes to Consolidated Financial Statements (unaudited)

March 31, 2022

(Tabular dollars in thousands, except per share amounts)

 

Shipping and Handling Costs — Shipping and handling costs for freight expense on goods shipped are included in cost of sales. Freight expense on goods shipped for the three months ended March 31, 2022 and 2021 was approximately $3.2 million and $4.2 million, respectively.

 

Recent Accounting Pronouncements

 

The Company adopts all applicable, new accounting pronouncements as of the specified effective dates.

 

In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses. In November 2018, the FASB issued ASU 2018-19, which makes certain improvements to Topic 326. In April and May 2019, the FASB issued ASUs 2019-04 and 2019-05, respectively, which adds codification improvements and transition relief for Topic 326. In November 2019, the FASB issued ASU 2019-10, which delays the effective date of Topic 326 for Smaller Reporting Companies to interim and annual periods beginning after December 15, 2022, with early adoption permitted. We have elected the relief provided. In November 2019, the FASB issued ASU 2019-11, which makes improvements to certain areas of Topic 326. In February 2020, the FASB issued ASU 2020-02, which adds an SEC paragraph, pursuant to the issuance of SEC Staff Accounting Bulletin No. 119, to Topic 326. Topic 326 is effective for the Company for fiscal years and interim reporting periods within those years beginning after December 15, 2022.

 

All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position except for the previously disclosed above, there have been no new accounting pronouncements not yet effective that have significance to our consolidated financial statements.

 

Liquidity — These financial statements have been prepared assuming the Company will be able to continue as a going concern. At March 31, 2022, the Company had an accumulated deficit of approximately